Cookie for Your Thoughts
by convenientdistraction
Summary: Will and Emma run into each other with a little help from the cookie. Multi-chapter story.
1. Chapter 1

Will unceremoniously dropped his basket on the conveyor belt as he waited for the check out girl to finish ringing up three bottles of wine for the young couple in front of him. He tossed out his items, frowning a little at the embarrassing display he had selected. A six pack of beer. Pizza bagels. Frozen corn dogs. Buffalo wings. BBQ chips. Unhealthy, but enough to get him through the void of the weekend. Not that his weeks had ever been different from the weekends this summer. The days had been long, and muggy, and indistinguishable enough to keep him from venturing outside his air conditioned apartment.

The couple paused for a moment in their obsessive petting to sympathetically eye his small mountain of junk food as he fished his wallet out of the back pocket of his shorts. _Go ahead, take a good look_, he wanted to tell them. _This is your future if one of you screws it up. _

Terri had screwed it up. That was for sure. But he was just as guilty for being blind to their problems for all those years. In fact, if he was going to be perfectly honest with himself, her screwing it up had been his best chance for happiness with someone better. Someone who could make _him_ better. But then he had been the one who had fucked that up, hadn't he? And now he had been sentenced to his second summer of 24 hour couch camping and bad cable TV, save the occasional trip to the grocery store to drown his boredom with alcohol and artificial flavoring.

_Tonight could have been different_, he reminded himself. He pushed his glasses up the bridge of his nose. His eyes felt dry and overworked. Earlier that night, he had spent an hour sitting in his driveway, smoothing back his hair and fiddling with the radio. First, debating and deciding to call his date and tell her that he had changed his mind, and later, crying like a damn idiot because he didn't know what he wanted anymore. She was cute, blonde, full of energy, and a good five years younger than he was. Not to mention uninhibited by the realities of heartache that he knew on a first name basis. They had met earlier in the week at the DMV of all places, squinting under those florescent lights as she boldly took the plastic orange chair next to his and asked him his name.

He sighed, reaching above the magazine rack to grab a bag of peanut M&Ms and throwing in his pile as the checkout girl began to ring up his food.

"No cookies tonight, Mr. Schuester?" she asked, accenting his name with the pop of her gum.

"I'm sorry, do I know you?" He squinted at her name tag as her unfamiliar features blurred under his tired glance. She was certainly young enough to be one of his students.

She smiled in sympathy. "No. You just come through here at the same time. Fridays, eight o'clock. Beer, cookies, other stuff," she listed, peeling open a plastic bag with her fingers.

_Jesus. _Had he really become that predictable? He stared at her blankly, seeing only pity in her eyes when he would have preferred adolescent smugness. He attempted a laugh and failed, quickly debating whether he could stop by the gas station for his cookies on the way home to avoid prolonging this humiliation. But they didn't have the kind he wanted. And tonight was definitely a time that he needed the right kind of cookie.

"Just hold on." He raised a hand, before turning and jogging quickly across the aisles. _If she thinks I'm pathetic then I'll show her pathetic. I'm going to buy every freaking cookie in this store. _He skidded to a halt at the cookies and chips aisle, panting a little as he realized how out of shape he had gotten from the past few month of channel surfing. When he stopped to catch his breath, bending a little to balance his hands on his knees, he lost it again as he looked up to see her staring at him quizzically.

"Will?"

Without the help of her voice, it's possible he wouldn't have even recognized her. She was wearing jeans and one of those oversize Titans t-shirts they gave out at the orientation day for new faculty members. The roomy gray cotton hung slightly off of one of her freckled shoulders, making him wonder for the briefest second whether she had on anything underneath it at all. Her hair was pulled back in a loose pony tail, a few strays ends tucked underneath the thin black frame of her glasses. He never even knew that she wore glasses. She looked startled, like she had been caught in a precarious position. She backed up a step as she noticed him survey her appearance.

"Hey!" he replied. "What brings you here?" His attempt at fake friendliness caused him to wince.

"Well. I'm buying food," she said as her eyes shot down to the floor and her hands swung her shopping basket behind her back. He suddenly realized that she wasn't wearing any makeup either.

"Right, right. Because that's what people do at the grocery store."

She eyes widened a little in amusement. "Right."

He waved a hand at her. "Well I'll let you get back to your shopping I didn't mean to interrupt."

She frowned at him. "Did you need something?"

"No. I just wanted to say hi." He hesitated, turning his head away from her. "Tell Carl I said hi." He mentally patted himself on the back for having managed to choke out those words.

"No, I mean did you need something on this aisle?" She cocked her head to the side and raised her eyebrows.

"Oh! Well yeah I was checking out, and I forgot-my cookies." He blushed a little at the childishness of his sentence as she smiled in recognition.

"I don't believe that. How can _you_ forget cookies?" she asked, straightening her t-shirt to a more ladylike angle. "You must have had some night."

He raked his fingers across his scalp before pulling two cartons of chocolate chip cookies off of the shelf. "Yeah, well, you could say that." He bit back the part of himself that wanted to tell her everything. The part that wanted to call her every time something bad happened, hell, every time nothing happened, so he could pretend they were friends again. "What about you? I wouldn't have pegged you for a night shopper."

She frowned again and started to speak, before stopping herself as she swung the basket from behind her and set in on the ground in front of them. "Well I needed some things too."

He understood her embarrassment when he saw her basket neatly stacked to the brim with every cookie type known to man. Chocolate chip. Peanut butter. Shortbread. He grinned at a huge pink bag of iced animal crackers.

"Wow." He looked up to see her blushing. "Are you having some sort of-cookie party?"

She shook her head as her hands reached back to tighten her ponytail. "No. Just a little late night craving."

His eyes widened as the word _craving_ knocked the wind out of him and birthed one very horrible realization into his mind. Suddenly, as his glance shot down to her stomach, he wondered if that one word explained her baggy t-shirt.

"No!" she blurted, reading his glance instantly. "No." Her voice softened as her fingers tugged at the hem of her shirt in embarrassment. "That's not what I mean. I'm not-I just-needed a little comfort sugar is all."

He released the breath he had been holding as her figure came back into focus. "Oh, I'm sorry, I didn't mean-"

"It's okay, it's okay," she waved her hands nervously, trying to erase the awkwardness that hung in the air between them.

"Well." He waved his cookie cartons a little. "I'm probably holding up the line at the front. I should go." He watched her nod and pick up her heavy basket of cookies, and he walked back down the aisle. He couldn't help but grin a little at the revelation of their new and sugary common interest. And feel his heart to flutter a little at the reminder that even in her unkempt state, under the unforgiving, cold lights of the grocery store, she was still the most beautiful person he had ever seen.

When he reached the end of the aisle, he allowed himself another small smile as he took once last peek, watching her stand on her tiptoes to pull a carton of double stuffed Oreos off the top shelf. But as his gaze narrowed in on her left hand, he noticed something was missing.


	2. Chapter 2

_Thanks to everyone who reviewed! Your comments and suggestions are always loved and appreciated. - K_

Nothing short of mortified, Emma hid for a good fifteen minutes in the deli meats section to make sure that he had checked out and left. Then she lugged her basket to the front, mentally flogging herself for not stopping at her usual store that night. But of course the whole reason she had driven across town was to avoid running into Carl again. She shook her head, willing herself not to start crying in public as she slung her basket onto the conveyor belt, causing a few of her neatly stacked cookie boxes to tumble out.

The check out girl stared as she quickly unloaded the rest of her basket, pausing only to tug her t-shirt back up her shoulder. She tried to shake the image of Will's startled face when he took in her ghastly appearance, but she kept seeing his eyes widen on repeat over and over again in her head.

"What?" Emma snapped a little too loudly as she dropped her purse onto the belt to pull out her wallet. "I had a rough day, okay?" She felt her voice waver a little as she swiped her card. "It's not like I'm buying a basket of crack."

After she had paid and peeked out into the parking lot to check for any sign of Will's blue car, she trotted out across the asphalt. Her bags were flung into the back seat before she slammed the door. And she sat with the key in the ignition for a few solid minutes, squinting through her narrow glasses at the horizon as the sun retreated and she mentally revisited the events of her perfectly horrible day. She turned towards the back seat, reaching blindly into a grocery sack and pulling out the large bag of animals crackers. She noticed her fingers were shaking a little as she ripped the bag open, reached in and unapologetically bit off the head of a camel. She swallowed, buried her hand again and pulled out an elephant, not caring that her fingers were covered in icing or that her careless nibbles were spraying tiny rainbow sprinkles all over the floor of her car.

She choked a little after a rather ambitious bite and a tiger went down the wrong pipe. _Fantastic, _she thought to herself as she pounded her small fist against her chest. _I'm going to die. I'm going to die, from a cookie, in a parking lot._ _The paramedics are going to find me and my mother will have to drive all the way to Ohio to ID my body and she will die an early death knowing that I went to the grocery store without wearing a bra. _She thought about how her therapist would approve of her pathetic, messy state and before she knew it her choking had faded into laughter.

Of course she ruined the moment by glancing up at herself in the rear view mirror. Her hair stuck out in every direction, her eyes were red and swollen, and the skin below her nose was dry and cracked from the determined swipe of one too many Kleenexes. She set her glasses on the seat next to her, wiping frantically at another batch of tears with the hem of her faded t-shirt. _Good grief, maybe I am pregnant, _she thought, before doing to the math and crossing out that option as she choked out an even larger sob and dropped her head against the steering wheel.

"Just. Stop. Crying," she scolded herself as she closed her eyes, took deep breath, puckered her lips, and exhaled as slowly as she could. She reached for her glasses and turned the key to start her car, when heard her a short chirp coming from her purse. She tilted her head in confusion. It had been so long since someone had called her that it took her a second to even process that the noise belonged to her cell phone. She allowed herself a small smile as she blinked at the familiar number and the very brief message.

_enjoy your cookies_

On the way home, her head swiveled more than once at a red light to eye her purse skeptically. Was he poking fun at her disheveled appearance? Apologizing for being so bold to assume she was pregnant? Who could blame him? For all he knew she was happily married. She glanced down at her naked finger as she gripped the steering wheel tightly. Had he noticed? He was thoughtful, but she had never taken him to be very observant. She shook her head as she pulled into the driveway of her old condo, mocking herself for reading too much into sixteen innocent letters. She turned off the car and reached for her phone, typing a response and holding her breath as she pressed _send._

_Thanks. You too. _

Emma sighed as she stepped out of her shoes in the entry way, dropping her bags onto the ground. Had she not been so exhausted, she might have appreciated the irony that the emotional toll of her trip to the grocery store had snuffed out the hunger that had driven her there in the first place. But she applauded herself for allowing herself to wait to put the food away until morning. Tugging her t-shirt over her head, she made her way towards the bathroom, winding through the path of unpacked boxes that dotted the floor.

She let the water heat up as she undressed, leaning forward to stare at the skinny, pale blur in the mirror. _I look older_, she admitted to herself as her fingers traced the bags under her eyes. And as she stepped under the spray of the water, she exhaled as she felt just enough of her worries wash off of her. After a minute or two of aimless scrubbing, she let herself stand still under the water and breathe and just exist for a few minutes without the weight of everything hanging off of her skin. Until she noticed her hand had curiously settled on her bare stomach. It was enough to send her mind snowballing into bigger and more dangerous thoughts. Would a baby have changed anything? Everything? Did it even matter now?

After she had dried herself off and eased her drained body into her most comfortable pajamas, Emma shifted into the nightly rituals she had thought she was done with the day she had moved out. She checked all the doors and windows were locked and double checked to make sure the stove was turned off. She brushed her teeth twice, combed the tangles out of her wet hair, and washed her tired face. She plugged her cell phone in to charge beside her bed and flicked off the lamp before she retreated under the covers, attempting unsuccessfully to ignore the sad fact that she still slept on the right side of the bed. Closing her eyes, she waited for the days' events to stop projecting on the inside of her eyelids. As soon as she begin to feel a hint of sleep tugging at her brain, her cell phone buzzed again.

She sighed, staring skeptically at the blinking light in the dark for a full minute before she surrendered and reached across the night stand.

_Are you okay? _

She slammed the phone back down on the wood, and flipped her body away from the wall, burying her face in the pillow. And she thought about the two of them sitting together at that tiny table. How easy they had appeared to get along. How Carl had slipped his arm around the pretty brunette's waist as he whispered something in her ear. How she herself had turned and bolted like an idiot out the door of the coffee shop before they had seen her. And though it hurt the most, she thought about how she had not a single right in the entire world to be angry or jealous or devastated that Carl had taken her advice and moved on without her. Finally, she thought about Will's simple question.

In the early hours of the morning, Emma jerked up out of her sleep. As her eyes adjusted to the darkness, it took her a second to remind herself where she was. And before reason could overpower her drowsiness, she swatted at the nightstand in the dark. Propping herself up on an elbow, she pecked out an answer with her index finger. She waited for a few seconds as the light from the screen faded, and her consciousness slipped back into a much more satisfying dream.


	3. Chapter 3

The TV was still blaring as Will faded back into consciousness. One hand hidden in a bag of BBQ chips and the other clutching his cell phone against his chest. He groaned, popping one eye open to survey the five empty beer bottles on the coffee table as his phone rolled off of his chest onto the carpet. After finding his glasses and the remote buried in the couch cushions, he realized that it was already after noon. He had been up half the night, blazing through both cartons of chocolate chip cookies while he obsessively flipped open his cell phone to see if she had answered his question.

After an hour of replaying their interaction in his mind, he had debated whether to pry in the first place. Was it really his place? For all he knew she was happily married and her missing ring could be explained by any number of perfectly logical reasons. But the cookies? Her wardrobe? He couldn't deny that something felt off. So he dared to ask her a simple question.

_God I am so pathetic,_ he had told himself over and over again as he had fought off sleep until 4am with the hope of getting an answer. Now he stood, stretching out his sore back and carrying his dirty plates into the kitchen. _What did you think she was going to say, Schuester? _He raked a burnt pizza bagel into the trash._ I'm buying cookies because of you? I left my husband because of you? No, everything is not okay until you get over here and undress me with your teeth? _He shook his head, marveling at how that that last suggestion had managed to creep into his dreams again when he had fought for so many months to finally put those images out of business. Yet somehow her smile, and her shoulder, and her phone number flashing on his cell phone had been more than enough to resurrect them. This time, with those cute little glasses as an added feature. He shook his head again, emptying out dangerous thoughts.

After debating whether to even bother with showering, he pulled the vacuum out of the closet to tackle the debris from his late night indulgences. As he angled the machine under the coffee table, he noticed his cell phone was blinking. He dropped the handle, leaving the machine aimlessly whirring in the background as he fell onto all fours to grab at his phone and flip it open to see the number he had hoped to see.

Will silently scolded himself for the smile that spread across his face. Any decent man would have felt sympathy.

But his heart could do nothing except flip in response to her two letter answer.

Before doubts could filter in, he jerked the vacuum cord out of the wall and dialed the number he had committed to memory. He wondered why it had taken her so long to respond to his text. He also wondered if she had been up thinking about him at four thirty in the morning, the time she had chosen to send her brief and honest reply. By the time he had settled his thoughts a little too snugly into that possibility, he realized that she had already answered and was waiting for him to respond.

"Will? Hello? Are you there?"

"Hey! Hey, Em-ma, I just-" he paused, feeling like an idiot for not having a plan of action. "Are you okay?" His hand shot to his forehead as she answered his question with her silence. "No, of course you're not okay you already said that, I'm sorry. I'm sorry if my message woke you up. And I'm sorry I didn't get your message until now. I fell asleep on the couch and I just woke up so-"

"Will," her voice snapped him out of his rambling.

"Yes?" His nervous pacing had sent him circling around the couch aimlessly.

"Stop apologizing. It's okay."

"Right, you're okay. That's great."

"No, I'm not okay. But it's okay that you didn't respond. I wasn't asking you for anything."

His stomach twisted a little in disappointment. And thought he heard her sigh before her voice grew softer.

"Did you need something?"

"No. Well. Yeah, I just wanted to see if you needed anything. Or to talk about anything." He wound up the vacuum cord around his fingers as he balanced his phone between his ear and shoulder. "Not that it's any of my business."

Silence. She wasn't making this any easier.

"You know if you wanted to meet somewhere and just talk. I could just sit there. I wouldn't even say anything," _God he was sounding desperate_. "I just know that sometimes it helps to have another warm body." _Shit, that didn't sound right._ "You know. In a chair. Listening."

He heard her chuckle softly as he suddenly blushed with embarrassment, feeling like an idiot for trying to explain the value of listening to a guidance counselor.

"Yes."

"Yes?" He blinked at the wall.

"Yes. Let's meet somewhere."

"Oh. Ok." His heart was racing at the thought of seeing her twice in less than twenty-four hours. How exactly had he managed to survive two months without even hearing her voice? His mind quickly ran through a list of acceptable venues. His place was out of the question, as it had become a literal bio-hazard from his long summer of apathy. Her place, well he didn't exactly know what her place was any more. It could easily still be Carl's place as well. _Carl. _Shit. Was it right for him to be seeing her when she was still married? _Was _she still married? Was it proper for him to ask her that over the phone? And i_f _they were still married, then where the hell was Carl when she was groping for cookies at the grocery store on a Friday night?

"Will? I asked where did you want to meet."

"Uh, how about that coffee shop on 6th and-"

"No!" she shouted, rather loudly. He looked at the speaker of his phone in confusion as he waited for her to explain. She didn't.

"Okay, how about the one down the street from the school or-"

"Fine, that's fine," she blurted. "What time?"

He glanced up at the wall clock. "Three thirty?"

"Three-thirty."

"Yeah, okay, see you then." He swallowed as he looked at the clock again, wondering what on earth he was going to do to occupy himself for three hours.

"Will?"

"Yeah?"

"Thank you."

He smiled, flipping his phone shut.

Two hours and forty five minutes later he was sitting in the parking lot, loosening his tie and throwing it in the back seat as he tried to slow his breathing. _This is not a date you idiot,_ he reminded himself as he unfastened the top button of his shirt. Not to mention the fact that she already seen what he looked like when he had stop trying. And vice versa. So there was no reason to be nervous.

As his shoes crunched along the gravel path towards the small green house that had been converted into a coffee and lunch stop, he decided there was _every_ reason in the world to be nervous. What if she wanted his advice? What if she was thinking about leaving Carl? Or going back to Carl? Did he actually expect him to be objective? Did he expect _himself _to be objective? What if did something really stupid, like blurt out the feelings he had swept under the rug for the last nine months? _Jesus stop freaking out_, he calmed himself as he pulled open the screen door which announced his entrance with the sound of a small hanging bell. They had talked a thousand times. Why should today be any different? He took a deep breath as he looked up at the menu, before ordering two coffees and two chocolate chip cookies.


	4. Chapter 4

"Do you need a fork?" Emma watched him scoot his chair back from the small wooden table and start to stand.

"A fork?" She mused, looking at him in confusion as she took another slow sip.

He frowned, easing back down as he gestured towards her plate. "For your cookie. I've never seen you actually eat a cookie. I didn't know if you needed one because you don't like-" he paused and clamped his mouth shut as she began to laugh at him.

Emma smiled down at her lap as her fingers nervously smoothed out the material of her dress. She had abandoned more than a few of the daily habits that had held her hostage for so many years, and Will was no stranger to that fact, but he never seemed to shake an increasingly endearing concern to make sure she was comfortable in any situation. Before she had opened the door to the coffee house, privately debating with herself whether to bolt and feign illness, she caught glimpse of him through the window, wiping down their table with a paper towel. She had stood and watched him for a few minutes. Checking the plastic chair across from him for crumbs. Rolling the sleeves of his shirt up and down in indecision. Raking back his hair nervously. Gestures which erased every thought of escaping as her heart began to race and she found herself smoothing her own hair and straightening her necklace in the window's reflection.

"Actually," she looked back up at him as her fingers scooted the small plate away from the edge of the table, "while I do appreciate the thought, Will, I can't say I'm really fond of cookies."

His chewing slowed as he choked out a laugh. "Really. So I guess that was your evil twin on a sugar rampage last night?"

"Yep." Her teasing smile hid the dry, twisting motion of her stomach upon his mention of their encounter.

He paused, laying his palms flat on the table. Emma knew what he was going to say before he even opened his mouth.

"You don't have to tell me anything that you don't want to."

"Well you don't have to sit here and listen to anything you don't want to hear," she reminded him. "When I was with Carl," she began, noticing his eyes widen at her use of the past tense, "I shared a lot of things with you that I probably shouldn't have, Will. It was new, and exciting, and I wanted to be able to share those things with someone. I realize now that that was a mistake. And that I hurt you."

"Emma," he shook his head, "we can sit here and argue about whether or not I'm the person you should be sharing anything with or you can just say what you need to say." Clearly, he wasn't going to let her apologize her way out of the heart of the matter.

She thought as she shifted the rim of her cup between her fingers. "There isn't enough time for me to say everything I need to say."

"Where am I going?" He shrugged and smiled. "I don't have anywhere I need to be, and I've got everything I need right here." He picked the untouched cookie off of her plate and took a generous bite as she blushed, realizing that he was including her in that list.

So she sat there, and wrung her hands in her lap, and started talking. She told him how she had spent her entire spring break last year camped in her condo, scrubbing the floors, moldings, and tiles until her fingers started to bleed. How she had been so consumed and frozen with hurt from that week that she had, for the first time in her life, cancelled her appointment with her regular dentist and ended up meeting Carl instead. How Carl had looked at her on their first date, and how comforting it felt to be needed, wanted, by someone without a million and one hurdles in the way. How exciting it felt to settle into something real, and how terrifying it felt to spend a week buried under the covers of her bed after Will had kissed her and told her he loved her.

She noticed that he didn't make any more moves for her cookie while she talked. It must have been so hard for him not to say anything, but he was true to his word, nodding occasionally to prod her forward as the words tumbled out and she folded the edges of her napkin in and out to the rhythm of her sentences.

"When things get tough, I always run. I ran from fixing my problems my entire life. I ran from my feelings when you were with Terri. I ran from my job when Ken left me." She stared down into her empty coffee cup. "I ran from you when you hurt me, Will." She heard him swallow but couldn't bring herself to look at him as she lowered her voice.

"And I felt so lucky to get another chance with Carl. This wonderful, caring, handsome man who wanted to give me everything. He wanted to help me without pushing me. Wanted to wait for me until I was ready for everything," she squeezed her eyes shut as she felt herself start to cry. "I didn't want to run anymore, Will. I just wouldn't let myself do it again. Not when he loved me and especially not when I thought I could love him back."

She paused, dabbing at her eyes as she waited for him to respond. "Well, aren't you going say something?"

He raised his eyebrows once. "Do you want me to say something?"

"I don't know," she shook her head as her fingers traced the edge of her plate. "I just thought you'd want to know why we aren't together anymore."

"Emma," he whispered, careful not to further attract the attention of other patrons as he leaned across the table, stilling her nervous motions with his own hand. She closed her eyes, sniffing a little, trying to remember the last time he had touched her. "Do you think that's the reason I'm here? Just to find out why there isn't a ring on your finger anymore?" She frowned a little as her eyes opened, and he suddenly removed his hand as quickly as he had given it to her. She felt a tap on her shoulder.

"Excuse me? I'm sorry to interrupt, but we're closing now."

"Can you just give us a second?" Will asked kindly, stacking her plate on top of his.

The waitress shrugged. "Nope. I've got somewhere to be."

Ten minutes later, after Emma had freshened up in the restroom and after she had mentally talked herself off of the emotional ledge she had walked out on in her honesty, they sat in his car out in front of the shop.

"It took me six months," she continued, glancing towards the floor, out the window, at her fingernails. Anywhere but the driver's seat. "Six months of marriage to realize that pushing yourself just for the sake of pushing doesn't get you anywhere. We were just sitting there," she gestured vaguely with her hands, "in the kitchen. Eating breakfast. And I just told him. Told him how I didn't understand how you can want the same things as a person but not want the person."

"What did he do?"

"He told me he knew from the start but he loved me too much to stop himself. And then he finished his cereal."

"Wow," he blinked, glancing down are her left hand. "Are you-"

She nodded, looking straight ahead. "Two months. It's been two very long months."

"It's hard. I know it's hard."

"Just lonely. And I was doing really well. Until yesterday."

"The cookies," he nodded, attempting to fill in the puzzle.

"I saw him yesterday," she whispered, gripping her kneecaps. "With another woman. Really happy, with another woman." She laughed abruptly. "And the funny thing is, I wanted him to be happy. Told him to find someone who could be what I couldn't. I just didn't realize how much it would hurt. How fast he would take my advice."

"Men are different," he shrugged. "They're not as good at being alone and seem to move on faster."

She dared a glance at him. "But you never did. Now when we-"

He sighed. "Yeah, well-"

"I sat in my car for an hour and just cried," she continued, swiping at the tears which had started up again. "I cried for myself, and for how Carl must have felt our entire marriage knowing it was only a matter of time before I was honest. For how you felt every time you must have seen us together. For Terri."

"Terri?"

"Yes, especially for Terri. How it would have felt for her to walk into her home before her side of the bed was even cold and see me waltzing around like I owned the place. I didn't realize that until yesterday."

"Emma, that was completely different."

She raised a hand to silence him. "No, Will. It wasn't. We-we were so, so _selfish_. And I can't help but think that if we hadn't pushed everyone else out of the way in our hurry to be together that things might have been different."

"I think about that too," he admitted as his hands tightened around the bottom of the steering wheel. "Probably more than I should."

She swallowed, feeling her emotions start to swing in a direction she knew she wasn't prepared for. "Well, I should probably get home."

He nodded, appearing to snap out of his thoughts as well. "Right, right. The cookies will be wondering where you are."

She laughed, rubbing her forehead. "Oh God, the cookies. They're still sitting by my front door. I completely forgot about them."

"Mine are all gone. I ate them while I was worrying about you last night," he teased.

"Oh gosh, Will I'm really sorry about that. I should have been a little more timely in my response." She thought for a moment, before going against every rational, self-preserving instinct she had. "Let me make it up to you."

"Emma," he waved her suggestion away as she opened the passenger door to step out. "That's not necessary. I'm glad we could talk and I hope it helped."

"Come on," she grinned, leaning back down, suddenly feeling even bolder as she reached to nudge his shoulder. "You should come over tomorrow night. Cookie party."

"You don't eat cookies," he reminded her.

"True. But I can just watch you. We'll talk about happier things," she smiled weakly. "Besides the lives we ruined."

He shook his head at her ability to humor her pain. "Right. But I don't think that-"

"Look. I'm not asking you for anything, Will" she lowered her voice as she read the concern in his eyes. "I just have a long, lonely rest of the summer ahead of me and a mountain of cookies in my house. If you want to come over, then come over. If you don't, then don't let me make you."

Before he could decide, she shut the door and walked back to her car, wondering what on earth she had just done and what on earth she would do to fill the next twenty-four hours.


	5. Chapter 5

She didn't love Carl the way he thought she had. He knew that at least. But as Will spent his Saturday evening pondering the real depth of her situation and his predicament, he grew even more confused about his role in the whole situation. Without the help of anyone, Emma had managed to untangle and decipher her true desires and make a truly brave decision. Who was he to step in and mess with her life when she was putting the pieces back together? When it had taken him six years and a fake baby to realize his own marriage wasn't working?

After he had arrived home from the coffee shop, he had sat up most of the night, staring blankly at ESPN, nursing his last beer, and hearing the words she had used to describe their own relationship on repeat. _Unrealistic. Selfish. A million and one hurdles. _What pissed him off the most was that she was exactly right. He had been selfish. Too many times to count. And maybe Emma had been too. But her confession had left him more than a little intoxicated by her sweetness. As he had watched her crying in his car, revealing that not only had she shed tears for his own pain but for Terri, of all people, as well, all he had wanted to do was just to reach over and kiss her. And never stop kissing her.

So as he rang the doorbell of her condo on Sunday night, swinging his keys around his fingers as he waited for her to answer, he mentally ran through the short but necessary rules he had established for their evening together.

_Number one. Don't kiss her. _

_Number Two. Don't tell her you want to kiss her. _

_Number Three. Don't look at her in a way that tells her you want to kiss her. _

He figured if he could abide by those guidelines he could get through the evening safely, spare both of their emotions, and save him a swift punch to the stomach if his actions weren't welcomed. She clearly needed his friendship, and he wasn't about to ruin it with his damn primal impulses.

Rule number three was promptly abandoned the second she opened the door. When she went to the grocery store, Emma may have dressed like a college student who overslept, but she clearly pulled out all the stops when entertaining guests. He shoved his hands into his back pockets as she opened the door, barefoot in a short, curve-hugging blue sundress that left very little work for his imagination. Her hair hung in loose curls around her bare shoulders and she grinned as she ushered him into the entry way and tapped the side of his shoe with her toes.

"If you don't mind," she suggested, as he nodded, still staring at her as he stepped out of his shoes and considered how horrible it would be for him to break rules one and two. He kicked himself for just throwing on a random t-shirt.

"I didn't know if I was supposed to bring anything," he admitted as he followed her towards the kitchen, noticing the shelves and bookcases in the living room were empty and the walls were lined with unopened cardboard boxes.

"I just moved back this week," she explained, noticing his confused look. "Carl stayed at a hotel until the people renting my condo left. And no, you weren't supposed to bring anything. Just your appetite."

His eyes widened as he saw every inch of kitchen counter space taken up by plates hosting every cookie imaginable. "You've got to be kidding me," he chuckled as she blushed, turning to wash her hands in the sink. "Are there a hundred more guests that haven't arrived yet?"

"I wasn't going to set them all out," she laughed, shaking her hands dry. "But I didn't know what kind you liked and I guess I got carried away." She looked down at the floor. "I can put them back if you want-"

"No, no. It's fine," he insisted, rubbing his hands together before picking up an Oreo to examine it. "I didn't eat dinner so I'm prepared to do serious damage."

"Good," she grinned as she walked over to open her refrigerator. "I know there's nothing you love more than cookies."

As she pulled a carton of milk she had clearly bought just for him from the top shelf, he knew that his smile betrayed the exception to her last statement.

Three hours and many cookies later they were parked on the living room carpet. She lay flat on her stomach, waving her legs aimlessly in the air as she propped her head up with her elbows, waiting for him to finish shuffling the deck of cards she had pulled out of a kitchen drawer.

"I still think you're cheating," he teased, sitting cross-legged in front of her as he laid his cards face down on the carpet to pop a vanilla wafer into his mouth. "I just haven't figured out how yet."

She stuck out her tongue in disapproval. "Stop being such a sore loser, Will. And stop talking with your mouth full it's disgusting."

"Thank you Miss Manners," he mumbled through his bite of cookie. "I still think you should try one." He picked the plate up off the coffee table and set it down next to her.

She shook her head and grimaced as she concentrated on her cards.

"Come on, Em. Everyone loves cookies. You just haven't met the right one yet." He picked up a small chocolate chip cookie and started moving it towards her face.

Her eyes followed his hand as he parked the cookie against her lips. She looked up at him, clearly unamused.

"Open wide. Cookie express," he grinned, seizing the opportunity to push it into her mouth a little as she started giggling.

She spit it out, coughing as she started laughing harder.

"Okay, now you're just wasting it," he grinned, picking it up off the carpet and popping it into his mouth.

"Oh gross, Will!" she shouted, rolling onto her back as she covered her mortified face and shook with laughter.

"Oh come on, I don't see what the big deal is," he defended himself as he poked at her shoulder with his foot. "We've shared spit before and you loved it then." The words flew out of his mouth before his mind could catch them. And he knew she had heard him because she had stopped laughing and was staring up at the ceiling blankly.

"You know I think I need more milk," he blurted quickly, standing up and grabbing his obviously full glass from the coffee table. He walked into the kitchen, wondering how long it would take her to ask him to leave as he grabbed an empty plate and started rinsing it off in the sink. He had broken the unspoken fourth rule. _Don't resurrect previous kisses. _

"Will?" Her soft voice, full of concern and a little confusion, interrupted his scolding. "Are you okay?"

The irony of hearing his own question repeated back to him made him frown as he set the dish on the dry rack.

"Yeah, I just thought I should help you clean up." He turned and watched her take a seat on a stool by the counter, as she nudged a half-empty plate in his direction.

"Cookies for your thoughts?" she smiled sadly.

He took a step in her direction. _Rule number two, Schuester. Number two._

"I just," he thought quickly, scrambling for anything except what he needed to say to her, as he leaned against the counter. "I didn't know you wore glasses."

"What?" she asked, curling her toes around the bottom rung of the stool.

"At the store, the other night. I was surprised that you wore glasses."

She frowned. "Oh, well I had cried all afternoon and my contacts wouldn't stay in."

"Right, that makes sense," he nodded as he grabbed another empty plate and turned on the water.

"Will," she ventured, "I don't mean to pry or anything, but you seemed kind of out of it at the store too. Did something happen? I feel bad for not asking when all I did yesterday was blather about my own problems and I didn't-"

"I had a date," he blurted, before he could talk himself into another evasion.

"Oh."

"Or I was supposed to have a date. I ended up canceling it." He set the dish down and turned to gauge her reaction. She looked at him quizzically.

"That's too bad," she frowned as her fingers scratched behind her ear.

"Well, it's getting late, I should probably be going," he said, wiping his hands on a dish towel.

"Yeah, you're right," she nodded, stood and stacked a few more empty plates.

"I had fun," he smiled, attempting to ease the awkwardness between them as she led him to the door. "So much more fun than all the wall-staring I've been doing this summer."

She laughed. "Me too. Maybe I'll be motivated to unpack now so I can have you over again and beat you at all the other games I own."

"Very funny Pillsbury." He stepped into his shoes as she flipped on the porch light and opened the door for him.

"Will," she blurted as he turned to say his goodbye. "What made you change your mind? About the date?"

_The fact that you exist_, he thought matter-of-factly as he watched her lean her body against the doorway.

"Oh, I don't know," he shrugged. "I guess I just got nervous. First dates are always so nerve-racking."

"That's true," she mumbled as her gaze shifted towards the ground. "Are you gonna try again?"

"You mean ask her out again? I don't know I think I screwed it up pretty bad."

She looked back up to catch his glance. "I think you should try Will. Any girl would be crazy not to give you a second chance."

After she had closed the door, his mind tossed around her words until his smile revealed his best guess.


	6. Chapter 6

_Thanks again to everyone following along and leaving lovely comments! This chapter is a little shorter than the rest, because it is transitioning into what I hope will be very interesting chapter. - K_

Emma wasn't ready just yet. And she was pretty sure that he knew she wasn't ready. But that didn't mean that over the next several weeks, as their conversations grew less rehearsed and their body language grew more in sync, that she didn't enjoy the intoxicating possibility of his closeness. Her emotions swung like a pendulum, alternating between the extremes of warm gratitude and intense frustration as Will made every possible effort to maintain a respectful distance in their interactions. And she probably would have admired his intentions if he wasn't so painfully handsome.

She began to realize that their push and pull had become a game, and she was most definitely losing. She scooted her chair a little closer to his when they sat watching the glee kids in summer rehearsals. Picked the movies with the steamiest love scenes when he invited her over for late night snacking. Pretended to trip into him on morning walks in the park, pretended to fall asleep on his couch, pretended that her hemlines had magically lost a few inches. The only time he ever responded was in her dreams, and boy did he ever respond in those. Enough to make her blush the next time she saw him and on more than one occasion literally have to sit on her hands. Not that he noticed. Not that he _ever_ noticed.

_Am I crazy? _She thought to herself as she rode in his car one afternoon. They had spent the afternoon at a symphony concert in Columbus. She had spent the second half of the concert in the lobby bar sipping ginger ale, after leaning against him and breathing her comments into his ear through the first two movements had failed. He hadn't bothered to ask why she had gotten up and left or why she had spent the entirety of the trip home staring ahead in silence. She squinted at him out the corner of her eye as he hummed along to the radio, pulling his sunglasses out of his shirt pocket as they headed west.

_What is he waiting for me to say? _she wondered as she tilted her seat back and closed her eyes. _Kiss me? Touch me? Undress me with your teeth? _Maybe he was waiting for her to make the first move. Or maybe he was afraid she was going to stomp all over his heart again. What if he was dating someone and didn't have the heart to tell her when she was still getting over her failed marriage? Her bottom lip trembled as her head started spinning. Oh, God. Yes, that wasn't definitely it. He had met someone else. Someone uncomplicated and easy to be with and without an airplane's worth of emotional baggage.

"Emma?" he asked, interrupting her dizzying thoughts as he poked at her shoulder. "We're home."

She squeezed her eyes shut tighter, feigning sleep until he coldly poked at her again. "Emma, come on and wake up. I've got to get going."She mimicked her best yawn, blinking a few times as she grabbed her purse and stepped out of his car. Without a word, he followed her up the steps as she unlocked her door.

Suddenly feeling emboldened by her panic, she turned to face him, brushing her fingertips against his. "Do you want to come in?" she asked, threading her fingers through his hand and widening her eyes enough to let him know exactly what she meant by _come in_. Before he could blink, she halved the distance between their noses. Swallowing, he took a step backwards on her porch as he pulled his hands away from hers and shifted his glance towards the ground.

"No, thanks," he shook his head. "Like I said I've got somewhere I need to be."

"Right, right you've got somewhere you need to be," she snapped as she stepped into the doorway. "Well, you certainly don't want to keep her waiting. Have a lovely evening Will." She took a step back and slammed the door. Kicking off her shoes, she swiped at a tear and slid down the face of the door onto the cold floor. She rested her face against her knees until she heard a soft knock on the wood above her head.

"Emma. Can you please open the door?

"No."

She heard his hand check the doorknob. "Emma, if you would just let me-"

"Go away, Will." she whimpered, pushing her back against the door. "I can't deal with this right now."

She waited for him to knock again so she could pull herself off the ground and open the door and kiss him until her cheeks hurt. But he answered with a sigh and the sound of his footsteps hurrying down the porch steps. It took her a few minutes of necessary self-loathing before she peeled herself off the floor and wandered into her bedroom, collapsing diagonally across her bed. _You are crazy, you know that? He's only trying to keep from ruining your chances like last time and you're going to blow it by getting too eager and jumping him the second he lets his guard down. That is if you haven't blown it already. _

Emma sighed, blowing her hair out of her face and then managing to wrestle out of her clothes without lifting her body off the bed. Tucking a pillow under her head, she felt too exhausted to bother with crawling under the covers. She slipped quickly into her dreams, unknowingly rubbing her legs against the sheets in pleasure as she lived out the moments of discovery that Will had passed up for the past month.

Later in the evening, the sound of her cell phone sent her groaning in disappointment as she jerked up out of her fantasies. Blinking at the red 9:30 on her alarm clock, she rolled off of the bed and reached into her dresser to throw a baggy t-shirt over her head. Fantastic. Now she was going to be up all night. By the time she had wandered back into the hallway to dig through her purse, the ringing had stopped. She wondered what had taken Will so long to call her back as her stomach gurgled a little in hunger. Well, he had said he needed to be somewhere. It's not like he wasn't allowed a life outside their relationship. Their friendship. Whatever they were.

She walked into the living room, checking the missed call as she sat down on the couch. Staring quizzically at the name on the screen, she sighed and silently argued with the churning of her stomach before she returned the call.

"Hi Carl," she responded, nervously squeezing the couch cushion between her fingers. "Is there something you needed?"


	7. Chapter 7

_Disclaimer: Your eyes do not deceive you. Yes, much of the dialogue in this chapter was written by The Great Nora Ephron, creator of unachievable female expectations everywhere. I debated for a while whether to use some fantastic lines from When Harry Met Sally, and I figured what the hell, since I'm already stealing from Ryan Murphy. I'm sorry if it gets anyone's pants in a twist. But I don't wear pants, so I really can't sympathize. ;) And if you haven't seen the movie, then just go ahead and turn in your girl card (I joke). I do promise that the rest of the dialogue and story will be mine alone. We're just taking a slight detour this chapter to honor one of the greats. - K_

Will had just managed to pin Emma's naked body against the refrigerator when the smoke alarm went off. After a few choice curse words, his eyes shot open in the darkness as he realized that the sound was coming from his cell phone. And when he squinted to see Emma's name on the caller ID, he might have been worried if his mind hadn't still been reluctant to drift from the events of his dream and snap back into reality. But then of course he realized that it was two o'clock in the morning and his stomach began to tangle in a thousand knots of perfectly horrific scenarios.

"Where are you?" he blurted, seeing no need for formalities as he turned on the lamp and sat up. "Are you okay?"

After a few seconds of silence, her tiny voice responded with an added sniffle. "Are you alone?"

"What?" he frowned at the absurdity of her question as he fumbled to put on his discarded jeans with his free hand. "Of course I'm alone. What's wrong?"

"Can you come over?" she asked, even softer.

"Sweetheart, you know I will, but you have to tell me what's wrong first." He yanked a t-short out of a drawer and winced at his use of the endearment.

"He's getting married," she cried.

He squinted at his reflection in the window as he heard her blow her nose over the speaker. "What? Who's getting married?"

"Carl!"

"I'll be right there," he assured her as he grabbed his keys off the table in the hallway and headed out to his car.

"Come on in," she sobbed, as she motioned him in the door. She was wearing a furry blue bathrobe with little yellow ducks sprinkled across the front, and the remnants of her eye make-up blazed a trail down her cheeks.

"Are you all right?" he exhaled, stepping out of his shoes.

"I'm sorry I had to call you so late." She sniffed and dabbed at the corners of her eyes with the tissue in her fist.

He frowned and tugged at the sash of her robe. "It's all right."

"I need a Kleenex!" she cried even harder, handing him her used tissue and wandering down the hallway without explanation. It took him a second to realize that he was supposed to follow her, and he shoved her discarded tears into the pocket of his jeans. But Will hesitated as he stood in the doorway of her bedroom. No bed access had been near the top of the unspoken rules he had established for his interactions with Emma over the past month. It had been hard enough evading her advances from every other surface in the condo. Her bedroom was just one gigantic danger zone, and the fact that her robe was hanging open and the long t-shirt she was wearing covered very little of her legs made it even more dangerous. He sighed, berating himself for even thinking of such things when she was on the verge of falling apart.

Taking a seat on the edge of her bed, he watched her wander aimlessly around the room. Her sobs had resided into irregular sniffs as she pulled tissue after tissue out of the small pink box she clutched to her chest, wiping her eyes and then blowing her nose and then dropping it to the ground. His eyes widened at the messy gesture. The fact that he had never seen her throw anything on the ground in his life alarmed him even more.

"He just wanted to check in," she began, still pacing and swiping her face. "Wanted to see how I was. Fine. How are you? Fine. His secretary's on vacation. Everything's all backed up, he had a big dentists' convention in Cleveland, blah, blah, blah," she whined, motioning with her free hand. "And I'm sitting on the phone thinking, I'm over him, I really am over him, I can't believe I was ever remotely interested in any of this." She stopped in front of him, sitting next to him on the bed as she let the tissue box slip out of her grasp and onto the floor. He wondered if he was supposed to say something.

"And then he sssssaid 'I have some news'," she sobbed. "She works in his office, she's a dental hygienist and her name is Kimberly. He just met her! She's supposed to be his transitional person she's not supposed to be the one!" she smacked the back of her hand against the bed in disgust.

Again, Will wondered what on earth he was supposed to say to this as he watched her fall backwards onto the bed, burying her face into the covers as her sobs grew softer when she struggled to catch her breath. Degrading her ex-husband to ease her emotional turmoil didn't seem like the best solution at the moment.

"All this time, I've been telling myself he was just trying to get over me. Did he even love me all?"

He looked down at her. Draped lifelessly on the bed as she tucked her legs underneath her body, clutching the covers between her fingers as she rubbed her wet face frantically against the material. And suddenly, he didn't care one bit that he was breaking a thousand rules by curling up beside her, brushing her hair back and warming her cheeks with his hands as he waited for her breathing to slow.

"If you could take him back right now, would you?"

She shook her head against his palms. "No. Of course not. God, Will what's the matter with me?"

He nudged her chin up with his fingers. "Nothing. Nothing is the matter with you."

"I'm difficult, I'm too structured, I'm completely closed off," she whimpered. "And I've ruined us. Again. I've acted like an idiot and now it's too late."

He sat up as he suddenly realized what all of this was about. "Stop it," he said, a little firmer, pulling gently at her shoulders until she lifted her body up next to his.

"But, I wwwwasted so much time, Will. Thirty years of waiting just to make one giant mistake of a marriage. And I'm gonna be forty!" Her hands shot up to cover her eyes in shame.

His eyebrows shot up. "When?"

"Someday!" she wailed.

"In eight years," he corrected her, grateful that she couldn't see the amused look on his face.

"But it's there. It's just sitting there like this big dead end!" Her body shook as her breathing grew shallow and desperate.

"Hey, come here," he said, coaxing her face against his chest as he pulled her closer. "It's gonna be okay. You'll see. You just have to breathe." He pulled his arms tighter around her, guiding her breathing with the rhythm of the rise and fall of his own chest while his fingers smoothed over the fuzzy material covering her back. "That's it. Just slow down."

She rubbed her cheek against his chest in gratitude, pausing only in her deliberate breaths to blow her nose into his t-shirt quite loudly.

He chuckled softly. "Go ahead it's not one of my favorites anyway." He knew she was feeling better when he heard the slightest giggle of a response and he smiled, pulling back a little to place a chaste kiss on her forehead.

"I'll go make some tea. Is that okay?"

She shook her head as she looked down into her lap. "Could you just hold me a little longer?"

"Sure," he nodded while she closed the distance between their hips and nuzzled her head underneath his chin. He settled one arm around her waist as his free fingers stroked the soft back of her neck. He didn't want to ruin the moment with audible professions or endearments that would just jump start the turbulence that had shaken her brain all evening. Squeezing his eyes shut, Will made his best attempt at not taking any personal enjoyment from the closeness that her clear distress had encouraged.

After a few minutes of needed stillness, she breathed a very quiet thank you as she twisted out of his grasp. "Thank you for calling me," he assured her, feeling his chest stir a little as her eyes smiled up at him. "I think that maybe-"

Her lips finished the second half of his sentence as she leaned up to brush them against his. He gulped in response, waiting for his brain to catch up to the moment as she wound her arms around his neck and began to scattered soft, uncalculated kisses across his face. When he leaned back on his palms to slow her pace, she misread his action, molding her chest against his as she finally settled onto his mouth for a long, hard kiss that would have made him wonder what on earth had possessed him to wait so long had his mind not been so occupied with the warm motion of her tongue against his bottom lip.

But the sound of a latent sniffle against his cheek was enough to replay the events of the evening and send his stomach back into contortions. "Emma, stop," he mumbled desperately against her mouth as he pushed her off of him gently, averting his eyes from the rejection he was sure to read in her own. "I can't do this."


	8. Chapter 8

_Sorry for the slight delay and thanks always for the reviews! And for anyone who's wondering, no this is not the last chapter. _- K

"I can't do this."

Will's hands had pushed insistently against her shoulders. But it was his words that had dried up every ounce of the warm liquid haze she had felt spill through her insides as she had kissed him.

"You can't do this," Emma parroted inaudibly. Her swollen eyes bore a hole into his evading glance and she felt a wave of rage crash over her as her mind tallied up his offenses for the evening. Coming over at two in the morning. Holding her. Kissing her. Touching her in ways that practically screamed every right answer to the questions she had lost sleep over for the past month. Every answer, except, _I can't do this_.

He rested his hand on her kneecap as he looked up at her. "Emma, please just listen-"

"Don't touch me!" she snapped, jerking her leg away from him as she stood. She suddenly felt so exposed, naked even, under his pitying glance and she pulled her robe tighter around her. "If you think. You can just. Push me off of you," she stammered, as she twisted and yanked her fuzzy belt into an ugly fat knot, "Aaand then touch me, well then you can just get the hell out of here." She winced as her shaking voice and an unavoidable sniff betrayed her resolve. If Will left, there would be no one left to call for this kind of heartache. That scared her even more than his rejection.

He held his hands up where she could see them as he stood and backed away from her, bumping into the small lamp on her night table. "Okay fine, but we need to talk about this," his speech even and calm as his fingers stilled the lampshade.

"I don't want to listen to you talk about your girlfriend Will!"

"I don't have a girlfriend, Emma. Please, just sit down and I can explain everything."

His nauseating patience infuriated her even more. She shook her head at the carpet, running her hair back between her fingers as she replayed the day's events on fast forward in her mind. Coming to the same verdict she had tortured herself with for weeks. She turned to stomp out of the room but he was faster, sliding in between her body and the doorway as he grabbed the knob and slammed it shut.

"Damn it, Emma, will you just listen to me for one second!" he shouted as he pressed his back up against the door and blocked her one escape. If her eyes and mind hadn't been so blurred by everything she surely would have found his boldness more than a little magnetic. She half expected him to take her right then and there as they faced each other, both waiting for the other to disturb the sounds of their heavy breathing with an answer.

"You can't keep me in here," she growled, lunging at his hand that held the doorknob.

"I'm pretty sure I can," he replied calmly as he used his free arm to block her advances and bent his knees a little to plant himself more firmly against the frame.

"I'll call the police," she snapped back, her feet sliding down the carpet as she pulled harder.

"Oh that's smart," he scoffed, gritting his teeth as her nails dug into his muscles. "What crime am I committing? Besides protecting you from your own delusions."

She thought for a second as she wrapped her calves around his leg before giving it a good honest yank. He didn't budge. "Being a tease," she mumbled.

"I'm a tease," he chuckled as he watched her futile efforts. "I'm a tease. This coming from the woman who has spent the last month trying to lure me into depravity."

She let go in frustration, falling back onto the carpet with a thud. She shook her head as he squatted down to offer her a hand up. And she smiled innocently as she hooked a foot around his ankle and sent him tumbling onto the floor next to her.

He lay there for a few seconds, face planted on the rug. Emma propped herself up on her elbows next to him, curiously poking her index finger into his ribcage. "Are you alive?" she whispered teasingly. Nothing.

Her heart begin to pound even harder. She waited for him to say something, anything, that would indicate he wasn't about to storm out of her home and never come back. But the edges of her mouth flipped up into a relieved grin as she heard his muffled laughter spill across the fibers of the carpet.

"I'm so sorry," she smiled, covering her face as she erupted into laughter as well.

"You should be," he said, rolling onto his side as he tugged her hands down from her red face. Making her laugh even harder. "I come over here to help you and you try to kill me."

"Oh god, I'm a mess," she exhaled, swiping at the tears which were streaming from her face for entirely different reasons. She reached and pulled a discarded Kleenex from underneath her back. "A mess." She grinned and dropped the damp material onto his chest.

"Stop it," he smiled, swatting the tissue off of him as he pulled himself off of the floor. "And get up. I want to show you something."

She raised her arms above her head, signaling him for assistance as she kept giggling.

"No way, I'm not falling for that again. Get yourself up. You're not forty just yet, remember?" His eyebrows shot up as he teased her.

"Fine, fine," she groaned a little too dramatically as she stood.

"Can I touch you now?"

Her stomach fluttered as her laughter skidded to a halt. "I-uh-okay."

His hands framed her shoulders from behind as he nudged and guided her into the bathroom. "Will, what are you doing?"

He stopped her in front of the mirror, where his fingers slid off of her shoulders. "I realized something tonight, Emma, and I think you need to be aware of it as well."

She frowned at his reflection in confusion. "Yes?"

"Go ahead, take a look," he pointed into the mirror.

She blinked at her reflection a few times to process the unfamiliar creature that was staring back at her. And she watched him tuck a matted piece of hair behind her ear as her drooping eyes drank in the smudges of makeup that roamed across her cheeks. Tracing over the collar of her robe, her fingers grew sticky and wet from the countless times she had stopped to wipe her drippy nose against the material. Finally, she looked back up at Will, and squeezed her eyes shut quickly in utter embarrassment.

"I'm sorry," she mumbled as her hands reached to grip the counter. "I'm sorry I kissed you, and I'm especially sorry I kissed you when I look like this."

"No," he responded, hugging her from behind as he rested his chin on the top of her head. "That's not what I mean."

"What do you mean?" she popped one eye open to gauge his reflection as she leaned back into him, too tired to care that their bodies were blurring the lines all over again.

"I mean look at you. You're disgusting."

Her other eye flew open. "Excccuuse me?" she stammered as she felt her anger flare up again.

He gestured into her bedroom. "Emma, your floor is covered in tissues soaked with your own snot." He pointed to his t-shirt. "You blew your nose on me." His eyes widened at their reflection. "And you look, well you can see how you look. It's amazing. _You're _amazing."

At first, she felt muted by the betrayal and cruelty and matter-of-factness of his statement. But then as she tilted her head at her reflection, feeling the weight of his observations sink into her skin, she suddenly felt a revelation wash over her. She turned and walked back into her bedroom, staring in disbelief at the mess she had made.

"I can't believe," she shook her head at the tissue-covered carpet and her rumpled bed. "I don't know how," she stammered and stopped, turning to look at Will as a triumphant smile burst across her face.

"I'm disgusting," she announced. "I'm really, really disgusting," she laughed, picking a Kleenex off of the bed and throwing it into the air in celebration.

She watched him nod, blinking back his own tears, before she jumped into his arms. She felt him squeeze the air out of her as she exhaled a gigantic sigh, full of relief and joy and everything she had wanted to feel for so, so long.

After a few solid minutes of hugging and crying and necessary cleaning (_I may be disgusting but I'm not a monster, _Emma had assured herself), she sat curled up on the living room couch as he told her about his evening and paced unevenly across the floor. He told her that he had been seeing a therapist, because he was so impressed with the progress she had made and so embarrassed by the ways he had chosen to cope with the losses in own his life. He even confessed that he was a little jealous that her relationship with Carl had brought her so far in her own self-improvement. But whatever envy he felt had been promptly swallowed up by the happiness he experienced from a second chance at seeing her grow. And that he wasn't about to ruin it when they had all the time in the world. She sat a nodded, blushing a little at his admiration. Crying a little at her own silliness for believing that he had been seeing someone else. Blushing even more as he tugged his shirt over his head and asked for a blanket and a space on the couch, determined not to go anywhere when she needed him the most.

"Good night friend," she called into the darkness, ambling back into her bedroom and crawling underneath the covers.

"Good night disgusting," he called back as she grinned into her pillow, content with the knowledge that a shower could wait until morning, and that they could wait as long as they needed.


	9. Chapter 9

"What exactly does one do on a second first date?" Emma had asked him, pulling a fistful of books off her shelf as she squirted and swiped away at the nonexistent dust in her office.

"Oh. Well, second first dates are very special," he had improvised, leaning in the doorway of her office as he watched her clean. "You don't have to worry about telling your life story, or looking perfect, or getting spinach in your teeth."

"Wow Will, that's so very romantic." She had rolled her eyes, grinning at him as she turned to sit at her desk. "You honestly think you're getting a second-second date if you show up smelling, with a forest growing in your mouth?"

"Honestly? Yeah I think I would."

"Fair enough," she had laughed.

"The important thing is that we don't have to be nervous," he had explained. "We know each other, we care about each other, what's there to be nervous about?"

"I don't make you nervous?"

Those five teasing words of hers had floated above his head all night. In the shower, in the car ride across town, and up the steps to her condo. _No, you make me terrified_, he answered in his head, holding his breath and poking at her doorbell. It had been nearly a month since that night she had called him in hysterics, nearly a month since they had agreed to stay friends, to keep things amicable.

_Until when? _she had frowned, sitting on her couch the morning after in her blue bathrobe as she balanced a bowl of cereal and soy milk between her knees. _Until school starts, _he had nodded determinedly, attempting to persuade himself that three weeks would be a piece of cake when he had already waited much more than a year for her.

Inevitably, three weeks of awkward friend hugs and swallowed thoughts (not to mention their unspoken three foot separation zone on his sofa) had led to him camping out on the floor outside of her office at six in the morning on their first day of school. Grinning like an idiot as she pulled her office keys out of her purse and pretended not to notice him.

Now he found himself picking aimlessly as his fingernails as he waited for Emma to answer her door, wondering if he should have brought flowers or something to distinguish this night from the dozens of nights they had spent together over the summer. Staring at the peephole, he bit his lip in anticipation of just what she might be wearing to mark that separation. Which of course sent his mind bouncing pleasurably towards the thought of her one day answering the door wearing absolutely nothing but a smile on her face.

"You're early," she announced, swinging open her door. He saw her frown in puzzlement at the sudden redness he felt spread across his face, caught in his own dangerous thoughts.

"Uh yeah, sorry about that," he frowned, giving her the once over.

"Is something wrong, Will?" she asked, balancing her hand on the entryway table as she stepped into her shoes.

"No you just, you haven't changed from work yet." He stepped through the door, tucking his hands in his pockets awkwardly as he waited for her.

Tilting her head, she laughed curtly. "I'm sorry, was I supposed to change?" He watched her glance awkwardly down at her skirt as she straightened the hem of her cardigan. "Is there something wrong with what I'm wearing?"

His hand shot out and grabbed her arm as his heart thwapped against his chest in panic, "No! Of course not, I didn't mean it that way. I just-" he looked down at the carpet, "Gah, I'm nervous and I just don't want to screw tonight up."

He felt her squeeze his hand. "Will. You're not going to screw anything up."

"Yeah," he shook his head at the floor, "because history shows I've never done that before."

"Exactly," she giggled, coaxing his chin up with a tap from her fingers. "We've both screwed us up in every way imaginable. So it's all uphill from here, okay?"

He nodded, following behind her and closing the door.

Later on he could look back and console himself with the thought that it wasn't his fault that the hostess had forgotten to jot down his reservation. That it wasn't his fault when Emma spilled hot tea all over him at the greasy Chinese restaurant where they ended up or that it started pouring cats and dogs in the middle of their evening walk downtown. Or that when they had taken shelter in the lobby of the crumbling dollar theater and she had suggested they change their luck and catch a movie, they looked up in the ticket window to find that the only movie playing that night was _Armageddon. _Upon which they had looked back at each other and burst into the uncontrollably loud laughter which had gotten them kicked out by a grumpy elderly attendant.

"This is unbelievable," she laughed as she huddled forward in the front seat of his car, brushing her tangled wet hair out of her face and rubbing her hands in front of the heat vent.

"The universe is against us," he decided, loosening his soaked tie and throwing it in the back seat.

"I don't care," she smiled. "Let's go home."

The comedic overtone of the whole evening began to wane as they rode silently back to her condo and Will's doubts concerning how and when and where the evening would take them played on loop in his mind. All their starts and stops and starts had left him with very little roadmap regarding the physical progression of their second chance, and he wondered just exactly what Emma had meant with the words _let's go home. _He let his glance veer from the road and found her staring at him quizzically.

"Cookie for your thoughts?" she asked, cracking open her fortune cookie with her fingers and fishing out her fortune.

"I'm thinking that tonight was fun," he lied.

Emma looked back up at him from the slip of paper she tucked into her purse, and she frowned. "For goodness sakes Will, can you just tell me what you're thinking?" She squeezed his leg in encouragement. "I'm not going anywhere. Just be honest with me."

He took a deep breath and glued his eyes on the road. "I'm thinking that I have absolutely no idea what I'm supposed to do when we get back to your place."

"What you're supposed to do?"

He laughed uncomfortably before he began to ramble. "Yeah, I mean am I supposed to kiss you? Or are we taking this slow? Or have we waited long enough and you're expecting me to just pick you up and throw you on your bed?"

Her heard her choke on her cookie from his last proposition. "Oh," she coughed, letting go of his leg, as her voice shrunk in volume. "Well, that is a good question. I was sort of wondering that myself."

"Right," he mused, pulling into her driveway, "Because if I'm just going off the way you were acting earlier this summer then we should just go for it."

"What is that supposed to mean?"

He turned off his car. "Well I mean you were pretty, um, eager awhile back and I don't want to keep you waiting."

"Keep me waiting?"

He turned to face her, feeling the air in his car thicken with awkwardness. "Yeah I mean I don't want to _not_ kiss you if you can't wait any longer."

She laughed. "Will Schuester, you make me sound like some horny teenager who has to sit on her hands to make it through a date."

He blinked at the bluntness of her words as they both stepped out of his car. "No I didn't mean it like that Em."

"Because I can wait. In case you hadn't noticed, I'm quite the expert at waiting."

He grinned, placing his palm on her back as they walked up the steps. "Is that so?"

"Oh yeah. I _invented_ waiting."

"Well okay then. We'll just wait."

She shook her head as she fit her key into the lock. "No, well, I mean I wouldn't want to do that to you. It's not fair."

"Why is that?" He followed in behind her.

"Because you're not as strong as I am," she explained, flicking on the lights. "With the, um, you know, the _urges_."

"I'm not?"

"No, no you're not. We both know that. You couldn't last a night without kissing me."

He stepped out of his shoes, taking her teasing as an invitation to stay. "I couldn't?"

"Nope," she grinned, winking at him.

"And you could?" he asked, suddenly feeling a little lightheaded from all their talk of kissing and no pay off.

"Of course I could, silly."

He thought for a second. "Well it's settled then. First one to kiss loses."

"Excuse me?" her eyebrows shot up as she sat down on the couch, pulling off her heels.

"You heard me, Em. Whoever doesn't initiate the first kiss is the winner."

Her eyes widened at his proposal. "What does the winner get?"

"Bragging rights. A month's supply of cookies."

"I don't even like cookies."

"Well that won't matter because you're gonna lose," he grinned as he sat down on the couch and scooted closer to her.


	10. Chapter 10

_For one very lovely person who knows who she is. Thank you for listening to my whine through every chapter. - K_

"What counts as kissing?" Emma asked, scooting away a little as she felt her pulse betray her resolve already.

"Anywhere. Mouth, cheek, hand," he grinned, covering her hand with his, "whatever your lips touch."

"Can you just show me so I make sure I understand?" she smiled innocently.

"You really think I'm that dumb enough to fall for that?"

"Sorry, it was worth a shot," she shrugged.

He laughed, shaking his head. "You know what, this is stupid. We should just kiss."

She nodded. "Right, you're right we should."

"You first," he said, bumping her shoulder with his.

"No, you first," she grinned, patting his cheek with her hand teasingly.

He let go of her fingers, holding his own hands up in surrender as he leaned back against the couch and exhaled. "Fine, if you wanna play that way then it's your funeral, dear."

"So we're just gonna sit here," she frowned. "And not kiss?"

"We can do something else," he said, grabbing the remote off of her end table. "Watch TV." He flicked on the television as he moved away from her a little. "Talk about TV. Talk about not kissing."

Curling her feet underneath her skirt, she let out a dissatisfied groan. "You know this game could go on forever, Will. I'm not sure what the benefit is."

She watched him smile as he stared ahead at the TV. "You have so little faith in my abilities, Em. Just wait until my sexy ninja moves kick in and you'll be done for."

"Well keep talking like a dork, and I'll sure I'll be safe," she laughed, poking his jeans with her foot.

Will chuckled, keeping his focus on the television screen as he drummed his fingers on his knees. She frowned as she waited for him to touch her, talk to her, something, anything that resembled an effort. Nothing.

"Is this a sexy move? Cause I'm really not feeling it, Will."

"Nope," he shook his head.

Suddenly feeling bored by his lack of effort and bold from her own impatience, she lay back on the sofa, positioning her head in his lap as she grinned up at him from below. "Hi."

"Hi," he raised his eyebrows, scooting back uncomfortably. "Um, what are you doing?"

"Just hanging out," she replied, teasing open one of the buttons on his shirt as she bit her lip in fake concentration.

"Fine by me," he said evenly, and she felt him shift slightly underneath her head as she poked her fingers through the opening in his shirt. Scratching his chest softly, she felt him shiver a little in response and bit back a giggle at her success. "So what do you wanna talk about?"

She frowned when she noticed his gaze never wandered from the tv as he answered her, moving only to twist a piece of her hair around his fingers. "I don't know. Tomorrow's Saturday; did you want to do something?"

"Well that depends," she thought quickly, sitting up as she scooted her butt back into his lap. "on whether you have to come back over here," she looped her arms around his neck as she settled her breath a few millimeters from his ear, "or whether we're sleeping in."

"We're sleeping in?" he croaked, resting a palm on her kneecap as her fingertips pulled on the next button of his shirt. "Kiss me and find out," she whispered, resting her forehead on his cheek as she felt his heart quicken underneath her touch. They sat stone still against each other for a few seconds, until she felt him inhale slowly, rising forward as he looped an arm underneath her legs and lifted her clear up off the couch and into his arms.

"Wha-what are you doing?" she asked, kicking her bare feet a little in protest as her arms tightened around his neck, and her stomach flipped from panic and possibility.

He laughed, "Kiss me and find out."

"Will seriously, where are we going? I was just-"

"Just teasing me?" he grinned, setting her back down gently on the couch as he stood in front of her, tugging his half-opened shirt over his head and depositing it on the floor. "You know if you had wanted me to take my shirt off, Emma," he sat down next to her, smiling genuinely as he took her hand and placed it on his chest, "you should have just said something."

She swallowed, feeling her gaze drift down towards his abs and slip hopelessly past the curves of his taut stomach that disappeared underneath his jeans. Half terrified and half energized from the rhythm of the similar thwump of his chest that echoed her own, she hardly noticed his fingers curve around the base of her neck as he guided her face closer to his. "You know you're just torturing yourself," he teased softly, tilting his nose slightly as his lips hovered an inch above hers. "Just one little kiss, and I'll take it from there."

Squeezing her eyes shut tightly to guard her emotions from his honest stare, she heard a whimper slip out of her mouth as she felt his other hand sneak underneath the front of her skirt and settle pleasurably around her skin. "I'll kiss every inch of you until you can't even remember what started all this silliness."

Her eyes popped open, surprisingly saving her as she caught a flash of the smug grin planted on his face. Regaining her composure, she coughed, pulling back a little as she let her hand trail dangerously low on his chest. "I-I'll be right back," she mumbled, jumping up quickly from the couch as soon as she felt his hand began to slide higher up her thigh. She left him blinking in confusion on the couch as she moved swiftly into the kitchen, letting her elbows land sharply against the counter as she let out the giant breath she had been holding in. After a few seconds of panting, her mind edged back from the ledge it had dangled on the second the words _every inch of you_ had graced his lips. She reached to turn on the sink, scooping up just the tiniest bit of water in her hands and splashing it on her face.

"Think," she told herself, randomly opening cabinets for no clear reason as she heard his voice call from the other room.

"Em? Are you okay?"

"Just a second!" she called back, pulling a plastic container down from the ledge of a shelf as a flash of brilliance hit her. She giggled a little at her evilness, popping open the container with her fingers before reaching for the zipper at the back of her skirt.

"Emma? Do you need some help?"

"No, Will, I'm just grabbing something to eat!" She yelled, unbuttoning the rest of her blouse and slipping it off her shoulders. "Be patient sweetheart! You can kiss me in a second."

"Ha, that's what you think!" he called back.

"That's what I know," she mumbled to herself as she pulled a clean plate out of the dishwasher.

Emma knew she didn't even have to dare a glance to confirm the subsequent open flop of her rival's mouth as she plopped next to him on the couch in her underwear, balancing a plate of chocolate chip cookie between her knees as she reached for the remote.

"Did you find anything good on?" She asked nonchalantly, as she flipped through the channels, trying so very hard to avoid his stare and the fit of laughter it would surely spark in her which would effectively ruin her plan.

"Wha-what are you doing?"

"Oh I'm sorry," she said, turning finally to smile sweetly at him, offering him the plate. "Did you want one?"

She watched him swallow and shake his head. "Great more for me," she announced, setting the plate down on the coffee table, picking up a single cookie and taking a big messy bite. "Oh goodness, I'm getting cookie everywhere," she laughed, leaning forward a little and skimming a few crumbs off her chest." She turned, grinning and pointing towards her black satin bra as she scooted closer to him. "Did I miss any, Will?"

She watched him shake his head again slowly, clenching and unclenching his fists in an admirable determination as she anchored a leg across his waist and straddled him. "Are you sure?" she grinned wickedly, scooting closer against him until the skin of her stomach brushed against his. "There's nothing on my mouth?" She ran her tongue along her bottom lip.

But when she felt his shoulder muscles tense beneath her grip, suddenly registering the almost unbearable friction between them as he stared her down, Emma realized that she had put herself in equally as dangerous a predicament. She even felt herself leaning in a little as she began to shake, dizzy from the warmth of his chest and the touch of his hands settling tentatively around her hips. But just as she allowed herself to almost let go she felt him shift underneath her, pushing her gently back against the couch as he stood.

She frowned as she watched him pull his shirt up off the floor and reach his arms through the sleeves as he coughed uncomfortably, buttoning up quickly and pretending to ignore the rather obvious protrusion in his jeans. "It's getting late," he laughed uneasily, eying the floor. And she suddenly felt so exposed and cold on the couch, curling her arms around her legs as she pulled her knees to her chest. "And I'm not giving up," he winked at her awkwardly, "though _that _was quite impressive. I didn't know you'd pull out the big guns, Em."

"Will-" she started, standing up from the couch. "I didn't-"

"No it's fine," he waved her off as he stepped into his shoes, "I'll call you tomorrow and we can do something."

She nodded sadly as she watched him, pulling a blanket off the back of the couch and wrapping herself in it as she felt the whole evening crumble around them. "Will, I'm sorry, that was-"

"You're fine, you're fine," he stopped her, opening the door. "I'll call you tomorrow. I love you."

She nodded as he began to shut the door behind him. "Okay, sounds good, I love you too." Pulling the blanket more tightly around herself, she swiped at her tears and turned to pick the forgotten plate off the table when she heard the door swing open again.

"You what?"

She frowned as she saw him reappear in the doorway. "Is something wrong, Will?"

"Just now. What did you say?"

She shrugged. "I said okay I love you."

"You love me?"

"Well of course I love you why is that surprising?"

"But you've never said that before."

She blinked. "I haven't?"

"No," he smiled.

"Oh. Well I do. I love you," she grinned, tilting her head in curiosity as she watched him cross the room and give her the first of many, many kisses.


End file.
